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8-K - FORM 8-K - ENCORE CAPITAL GROUP INCd8k.htm
EX-10.1 - CREDIT AGREEMENT - ENCORE CAPITAL GROUP INCdex101.htm
EX-10.3 - GUARANTY - ENCORE CAPITAL GROUP INCdex103.htm
EX-10.2 - PLEDGE AND SECURITY AGREEMENT - ENCORE CAPITAL GROUP INCdex102.htm

Exhibit 99.1

LOGO

For Immediate Release

Encore Capital Group Announces Fourth Quarter and Full Year 2009 Results and New Revolving Credit Facility

SAN DIEGO, February 8, 2010 /PRNewswire-FirstCall/ — Encore Capital Group, Inc. (Nasdaq: ECPG), a leading distressed consumer debt management company, today reported consolidated financial results for the fourth quarter and full year ended December 31, 2009.

For the fourth quarter of 2009:

 

   

Gross collections were $124.5 million, a 32% increase over the $94.4 million in the same period of the prior year. Excluding portfolio sales, collections were $124.5 million, a 34% increase over the $92.8 million in the same period of the prior year.

 

   

Investment in receivable portfolios was $41.0 million, to purchase $1.0 billion in face value of debt, compared to $63.8 million, to purchase $1.7 billion in face value of debt in the same period of the prior year. Available capacity under the revolving credit facility, subject to borrowing base and applicable debt covenants, was $75.0 million as of December 31, 2009. Total debt, consisting of the revolving credit facility, convertible notes and capital lease obligations, was $303.1 million as of December 31, 2009, consistent with the $303.7 million as of December 31, 2008.

 

   

Revenue from receivable portfolios was $77.0 million, a 61% increase over the $47.9 million in the same period of the prior year. This increase was due largely to the differences in net impairment provisions recorded in each period, as discussed below in additional information. Excluding net impairment provisions, revenue from receivable portfolios increased 12%. Revenue recognized on receivable portfolios, as a percentage of portfolio collections, excluding the effects of impairment provisions, was 66%, compared to 78% in the same period of the prior year.

 

   

Revenue from bankruptcy servicing was $4.5 million, a 12% increase over the $4.0 million in the same period of the prior year.

 

   

Total operating expenses were $64.6 million, a 19% increase over the $54.2 million in the same period of the prior year. Operating expense (excluding stock-based compensation expense and bankruptcy servicing operating expenses) per dollar collected decreased to 48.5%, compared to 53.6% in the same period of the prior year.

 

   

Adjusted EBITDA, defined as net income before interest, taxes, depreciation and amortization, stock-based compensation expense and portfolio amortization, was $66.1 million, a 34% increase over the $49.3 million in the same period of the prior year.

 

   

Total interest expense was $4.0 million, compared to $5.4 million in the same period of the prior year.


Encore Capital Group, Inc.

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Net income was $8.4 million, or $0.34 per fully diluted share, compared to a net loss of $2.1 million, or $0.09 per fully diluted share in the same period of the prior year.

 

   

Tangible book value per share, computed by dividing total stockholders’ equity less goodwill and identifiable intangible assets by the number of diluted shares outstanding, was $9.23 as of December 31, 2009, a 17% increase over $7.86 as of December 31, 2008.

For the full year of 2009:

 

   

Gross collections were $487.8 million, a 22% increase over the $398.6 million in 2008.

 

   

Total revenue was $316.4 million, a 24% increase over the $255.9 million in 2008.

 

   

Total operating expenses were $249.8 million, a 15% increase over the $216.9 million in 2008. Operating expense (excluding stock-based compensation expense and bankruptcy servicing operating expenses) per dollar collected decreased to 47.6% compared to 50.2% in 2008.

 

   

Adjusted EBITDA was $264.6 million, a 27% increase over the $208.0 million in 2008.

 

   

Net income was $33.0 million, or $1.37 per fully diluted share, compared to net income of $13.8 million or $0.59 per fully diluted share in 2008.

Additional information:

Certain events affected the comparability of 2009 versus 2008 quarterly and annual results, as outlined below. For a more detailed comparison of 2009 versus 2008 results, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

 

   

In the fourth quarter of 2009, the Company recorded a net impairment provision of $5.0 million, compared to a net impairment provision of $25.4 million in the same period of the prior year. For the full year of 2009, the Company recorded a net impairment provision of $19.3 million, compared to a net impairment provision of $41.4 million in the prior year.

 

   

For the full year of 2009, the Company expensed $43.6 million in upfront court costs, compared to $38.5 million in the prior year.

 

   

In 2009, the Company repurchased $28.5 million principal amount of its outstanding convertible notes, for a total price of $22.3 million, plus accrued interest. These repurchases resulted in a gain of $3.3 million. In 2008, the Company repurchased $28.6 million principal amount of its outstanding convertible notes, for a total price of $20.1 million, plus accrued interest. These repurchases resulted in a net gain of $4.8 million.

 

   

For the full year of 2009, general and administrative expenses increased by $7.5 million, to $26.9 million, compared to $19.4 million in the prior year. The increase was primarily the result of an increase of $5.3 million in corporate legal expenses related primarily to our settled Jefferson Capital arbitration and other ongoing litigation, an increase of $1.2 million in corporate settlements and an increase of $0.9 million in building rent, primarily in India, where we incurred rental charges at two locations, as we built out a larger site.


Encore Capital Group, Inc.

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New Revolving Credit Facility

Separately, the Company announced that it has entered into a new $327.5 million, three-year revolving credit facility that expires in May 2013. Importantly, the new facility contains an accordion feature, which allows the Company to request an increase in the facility by up to $100.0 million, not to exceed a total facility of $427.5 million. The new facility replaces the Company’s pre-existing $335.0 million revolving credit agreement that was scheduled to expire in May 2010. JPMorgan Chase Bank acted as administrative agent as well as a lender under the new agreement. Bank of America acted as syndication agent as well as a lender. The facility also includes Fifth Third, SunTrust, Morgan Stanley, California Bank & Trust and Citibank, among other lenders.

Borrowings under the new facility bear interest at either LIBOR, plus a spread that ranges from 375 to 425 basis points, depending on the Company’s leverage, or an alternate base rate, which can be based on, among several choices, the prime rate plus a spread that ranges from 250 to 300 basis points.

Several terms of the new facility offer more flexible financial covenants, including a borrowing base equal to 30% of eligible estimated remaining collections, an annual capital expenditure maximum of $12.5 million, increased from $6.0 million, an annual rental expense maximum of $12.5 million, increased from $5.0 million, an outstanding capital lease maximum of $12.5 million, increased from $5.0 million, an acquisition limit of $100.0 million, increased from $60.0 million and the renewed ability to repurchase up to $50.0 million in any combination of the Company’s common stock and convertible notes.

“In this challenging credit environment, we are pleased to have renewed the facility at $327.5 million with additional flexibility. We are enthusiastic about the addition of several strong banks to our syndicate and we look forward to the opportunity to expand the facility by $100.0 million, as our Company continues to grow,” said Paul Grinberg, Executive Vice President and Chief Financial Officer. “Most importantly, we appreciate the support of our lending partners and their commitment to our business.”

Securities Repurchase Program

The Company also announced that its Board of Directors has authorized a new securities repurchase program which replaces the previous program originally established in February 2007. Under the new program, the Company may buy back up to $50.0 million of a combination of its common stock and convertible notes. The purchases may be made from time to time in the open market or through privately negotiated transactions and will be dependent upon various business and financial considerations. Securities’ repurchases are subject to compliance with applicable legal requirements and other factors.

Non-GAAP Financial Measures

The Company has included information concerning Adjusted EBITDA because management utilizes this information, which is materially similar to a financial measure contained in covenants


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used in the Company’s credit agreement, in the evaluation of its operations and believes that this measure is a useful indicator of the Company’s ability to generate cash collections in excess of operating expenses through the liquidation of its receivable portfolios. The Company has included information concerning total operating expenses excluding stock-based compensation expense and bankruptcy servicing operating expenses in order to facilitate a comparison of approximate cash costs to cash collections for the debt purchasing business in the periods presented. The Company has included information concerning tangible book value per share because management believes that this metric is a meaningful measure that reflects the equity deployed in the business. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, net income and total operating expenses as indicators of Encore Capital Group’s operating performance and total stockholders’ equity as an indicator of Encore Capital Group’s financial condition. Adjusted EBITDA, operating expenses excluding stock-based compensation expense and bankruptcy servicing operating expenses, and tangible book value per share have not been prepared in accordance with U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures, as presented by Encore Capital Group, may not be comparable to similarly titled measures reported by other companies. The Company has included a reconciliation of Adjusted EBITDA to reported earnings under GAAP, a reconciliation of operating expenses excluding stock-based compensation expense and bankruptcy servicing operating expenses to the GAAP measure total operating expenses, and a reconciliation of tangible book value per share to the GAAP measure total stockholders’ equity in the attached financial tables.

About Encore Capital Group, Inc.

Encore Capital Group, Inc. is a systems-driven purchaser and manager of charged-off consumer receivables portfolios. More information on the Company can be found at www.encorecapitalgroup.com.

Forward-Looking Statements

The statements in this press release that are not historical facts, including, most importantly, those statements preceded by, or that include, the words “may,” “believe,” “projects,” “expects,” “anticipates” or the negation thereof, or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). These statements may include, but are not limited to, statements regarding our future operating results and growth, ability to expand and utilize flexibility under our new credit facility, and the repurchase of our securities. For all “forward-looking statements,” the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. Such forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors are discussed in the reports filed by the Company with the Securities and Exchange Commission, including the most recent reports on Forms 10-K, 10-Q and 8-K, each as it may be amended from time to time. The Company disclaims any intent or obligation to update these forward-looking statements.


Encore Capital Group, Inc.

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Contact:

Encore Capital Group, Inc.

Paul Grinberg (858) 309-6904

paul.grinberg@encorecapitalgroup.com

or

Ren Zamora (858) 560-3598

ren.zamora@encorecapitalgroup.com

FINANCIAL TABLES FOLLOW


Encore Capital Group, Inc.

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ENCORE CAPITAL GROUP, INC.

Consolidated Statements of Financial Condition

(In Thousands, Except Par Value Amounts)

 

     December 31,
2009
    December 31,
2008
 
           Adjusted  

Assets

    

Cash and cash equivalents

   $ 8,388      $ 10,341   

Accounts receivable, net

     3,134        1,757   

Investment in receivable portfolios, net

     526,877        461,346   

Deferred court costs

     25,957        28,335   

Property and equipment, net

     9,427        6,290   

Prepaid income tax

     —          7,935   

Forward flow asset

     —          10,302   

Other assets

     4,252        5,049   

Goodwill

     15,985        15,985   

Identifiable intangible assets, net

     1,139        1,739   
                

Total assets

   $ 595,159      $ 549,079   
                

Liabilities and stockholders’ equity

    

Liabilities:

    

Accounts payable and accrued liabilities

   $ 21,815      $ 18,204   

Income taxes payable

     2,681        —     

Deferred tax liabilities, net

     16,980        15,108   

Deferred revenue and purchased servicing obligation

     5,481        5,203   

Debt

     303,075        303,655   

Other liabilities

     2,036        3,483   
                

Total liabilities

     352,068        345,653   
                

Commitments and contingencies

    

Stockholders’ equity:

    

Convertible preferred stock, $.01 par value, 5,000 shares authorized, no shares issued and outstanding

     —          —     

Common stock, $.01 par value, 50,000 shares authorized, 23,359 shares and 23,053 shares issued and outstanding as of December 31, 2009 and 2008, respectively

     234        231   

Additional paid-in capital

     104,261        98,521   

Accumulated earnings

     139,842        106,795   

Accumulated other comprehensive loss

     (1,246     (2,121
                

Total stockholders’ equity

     243,091        203,426   
                

Total liabilities and stockholders’ equity

   $ 595,159      $ 549,079   
                


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ENCORE CAPITAL GROUP, INC.

Condensed Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2009     2008     2009     2008  
           Adjusted           Adjusted  

Revenue

        

Revenue from receivable portfolios, net

   $ 77,044      $ 47,902      $ 299,732      $ 240,802   

Servicing fees and other related revenue

     4,508        4,040        16,687        15,087   
                                

Total revenue

     81,552        51,942        316,419        255,889   
                                

Operating expenses

        

Salaries and employee benefits (excluding stock-based compensation expense)

     14,895        12,617        58,025        58,120   

Stock-based compensation expense

     1,049        382        4,384        3,564   

Cost of legal collections

     27,905        26,662        112,570        96,187   

Other operating expenses

     7,401        5,996        26,013        23,652   

Collection agency commissions

     5,795        2,310        19,278        13,118   

General and administrative expenses

     6,846        5,540        26,920        19,445   

Depreciation and amortization

     697        652        2,592        2,814   
                                

Total operating expenses

     64,588        54,159        249,782        216,900   
                                

Income before other (expense) income and income taxes

     16,964        (2,217     66,637        38,989   
                                

Other (expense) income

        

Interest expense

     (3,959     (5,401     (16,160     (20,572

Gain on repurchase of convertible notes, net

     —          4,064        3,268        4,771   

Other income (expense)

     9        17        (2     358   
                                

Total other expense

     (3,950     (1,320     (12,894     (15,443
                                

Income (loss) before income taxes

     13,014        (3,537     53,743        23,546   

(Provision for) benefit from income taxes

     (4,609     1,442        (20,696     (9,700
                                

Net income (loss)

   $ 8,405      $ (2,095   $ 33,047      $ 13,846   
                                

Weighted average shares outstanding:

        

Basic

     23,341        23,094        23,215        23,046   

Diluted

     24,484        23,632        24,082        23,577   

Earnings (loss) per share:

        

Basic

   $ 0.36      $ (0.09   $ 1.42      $ 0.60   

Diluted

   $ 0.34      $ (0.09   $ 1.37      $ 0.59   


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ENCORE CAPITAL GROUP, INC.

Consolidated Statements of Cash Flows

(In Thousands)

 

     Year Ended December 31,  
     2009     2008  
           Adjusted  

Operating activities:

    

Net Income

   $ 33,047      $ 13,846   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     2,592        2,814   

Amortization of loan costs and debt discount

     4,080        6,320   

Stock-based compensation expense

     4,384        3,564   

Gain on repurchase of convertible notes, net

     (3,268     (4,771

Deferred income tax expense

     1,872        1,642   

Excess tax benefit from stock-based payment arrangements

     (729     —     

Provision for impairment on receivable portfolios, net

     19,310        41,400   

Changes in operating assets and liabilities

    

Other assets

     (1,668     4,135   

Deferred court costs

     2,379        (7,803

Prepaid income tax and income taxes payable

     11,204        2,095   

Deferred revenue and purchased service obligation

     278        1,305   

Accounts payable, accrued liabilities and other liabilities

     2,635        (1,476
                

Net cash provided by operating activities

     76,116        63,071   
                

Investing activities:

    

Purchases of receivable portfolios, net of forward flow allocation

     (246,330     (224,717

Collections applied to investment in receivable portfolios, net

     168,416        116,101   

Proceeds from put-backs of receivable portfolios

     3,375        3,640   

Purchases of property and equipment

     (4,632     (2,276
                

Net cash used in investing activities

     (79,171     (107,252
                

Financing activities:

    

Proceeds from notes payable and other borrowings

     90,500        108,000   

Repayment of notes payable and other borrowings

     (68,500     (42,169

Repurchase of convertible notes

     (22,262     (20,101

Proceeds from exercise of stock options

     1,175        23   

Excess tax benefit from stock-based payment arrangements

     729        —     

Proceeds from capital lease

     —          400   

Repayment of capital lease obligations

     (540     (307
                

Net cash provided by financing activities

     1,102        45,846   
                

Net increase (decrease) in cash

     (1,953     1,665   

Cash and cash equivalents, beginning of period

     10,341        8,676   
                

Cash and cash equivalents, end of period

   $ 8,388      $ 10,341   
                

Supplemental disclosures of cash flow information:

    

Cash paid for interest

   $ 12,521      $ 14,427   

Cash paid for income taxes

   $ 8,243      $ 5,301   

Supplemental schedule of non-cash investing and financing activities:

    

Fixed assets acquired through capital lease

   $ 516      $ 1,602   

Allocation of forward flow asset to acquired receivable portfolios

   $ 10,302      $ 5,561   


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ENCORE CAPITAL GROUP, INC.

Supplemental Financial Information

Reconciliation of Adjusted EBITDA to GAAP Net Income, Operating Expenses, Excluding Stock-based Compensation

Expense and Bankruptcy Servicing Operating Expenses to GAAP Total Operating Expenses, and Tangible Book Value Per

Share to GAAP Total Stockholders’ Equity

(Unaudited, In Thousands, Except Per Share Amounts)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
     2009    2008     2009    2008
          Adjusted          Adjusted

GAAP net income (loss), as reported

   $ 8,405    $ (2,095   $ 33,047    $ 13,846

Interest expense

     3,959      5,401        16,160      20,572

Provision for (benefit from) income taxes

     4,609      (1,442     20,696      9,700

Depreciation and amortization

     697      652        2,592      2,814

Amount applied to principal on receivable portfolios

     47,384      46,364        187,726      157,501

Stock-based compensation expense

     1,049      382        4,384      3,564
                            

Adjusted EBITDA

   $ 66,103    $ 49,262      $ 264,605    $ 207,997
                            

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2009     2008     2009     2008  
           Adjusted           Adjusted  

GAAP total operating expenses, as reported

   $ 64,588      $ 54,159      $ 249,782      $ 216,900   

Stock-based compensation expense

     (1,049     (382     (4,384     (3,564

Bankruptcy servicing operating expenses

     (3,140     (3,192     (13,218     (13,369
                                

Operating expenses, excluding stock-based compensation expense and bankruptcy servicing operating expenses

   $ 60,399      $ 50,585      $ 232,180      $ 199,967   
                                

 

     As of
December 31,
2009
    As of
December 31,
2008
 
           Adjusted  

GAAP total stockholders’ equity, as reported

   $ 243,091      $ 203,426   

Goodwill

     (15,985     (15,985

Identifiable intangible assets, net

     (1,139     (1,739
                

Tangible book value

   $ 225,967      $ 185,702   

Diluted shares outstanding

     24,484        23,632   
                

Tangible book value per share

   $ 9.23      $ 7.86   

# # #